Approved by

The Board of Directors on April 27th 2016

CODE OF ETHICS

1

Contents

Message from the President and Chief Executive Officer

I. Premises

(1) The Code of Ethics Purposes

(2) The Addressees

II. Group Mission & Principles

III. The Values

IV. Standards of Conduct

1. Proper Information Management

(1) Maintenance of Confidential Information

(2) Disclosure of Confidential Information

(3) Confidential Information of Others

(4) Confidential Information Management

(5) Confidential Obligation after Resignation

(6) Protection of Personal Information

2. Laws relating to Intellectual Property Rights

3. Appropriate Use of IT Systems

(1) Copyright Infringement

(2) Defamation / Circulation of Offensive Information

(3) Spreading Rumors

(4) Prohibition of Unlawful Access

(5) Virus Protection

(6) Refrain from Sending Unsolicited E-mails

(7) Prevention of Improper Content in E-mails

4. Administration of Product Safety

1. Ordinary Course Administration of Product Safety

2. Administration of Product Safety Upon an Incident

5. Compliance with Antimonopoly Act and Related Laws and Regulations

1. Prohibition of Private Monopoly

2. Prohibition of Unreasonable Restraint of Trade

(1) Prohibition of Cartel

(2) Prohibition of Bid Rigging

2

3. Prohibition of Unfair trade Practice

(1) Collaborated Boycott

(2) Dumping Sale

(3) Restriction of Resale Price

4. Observation of Subcontract Act

6. Prohibition of Unfair Competition

7. Compliance with Various Business Laws and Regulations

8. Prohibition on Bribes and Matters relating to the Exchange of Presents and

Client Entertainment

1. Prohibition of Bribery

2. Prohibition of Excessive Client Entertainment

9. Proper Accounting, Filling of Tax Returns

1. Proper Accounting

(1) Matching Principle

(2) Principle of Proper Recording

(3) Principle of Relating Evidentiary Documents

2. Proper Filling of Tax Returns

10. Regulations on Insider Dealings

11. Respect Human Rights and Refrain from Any Form of Discrimination, Sexual

Harassment or “Power Harassment”

12. Import and Export Procedures

1. Acquisition of Permits and Authorizations for Import and Export

2. Correct Declaration

3. Precautions concerning the Goods Prohibited for Import or Export

13. Security Trade Controls

1. Conduct under Japanese Export Control Laws

2. Conduct under Foreign Regulations

3. Conduct under U.S. Re-export Regulations

14. Prohibition of Acts Constituting Conflicts of Interest

1. Prohibition of Acts Constituting Conflicts of Interest

2. Drawing Lines between Official and Private Affairs

15. Environmental Protection

16. Prohibition on Conferring Benefits on Anti-Social Organizations

V. Implementation of the Code of Ethics

VI. Contact Information

3

Dear Reader,

We would like all officers, employees, external partners, suppliers, distributors and

commercial partners of Procos S.p.A. to recognize the importance of ‘Corporate Social

Responsibility (CSR)’ and ensure that our business is always made fairly and lawfully

by complying with laws and regulations where each of you are governed.

Unfair behaviors, such as fraud, violation of laws and regulations, corruptive activity

or anything like, may cause a fatal situation or irreparable harm to our Company

reputation and may even threaten the survival of the Company itself.

We assume you all are aware that good business activities require not only compliance

with domestic and foreign laws and regulations, abidance by internal rules, but having

high responsibility with full sense of ethical mind based on the social rules. Hence keep

in mind the aforementioned and perform your everyday business activities by

respecting the ‘people’, ‘society’ and ‘environment’.

While driving to a more efficient company with more transparency, we would also like

to provide our Company with a fully tailored corporate governance by creating a

thorough compliance and risk management system.

Once again, taking this opportunity, we would like to request every officer, employee,

external partner, supplier, distributor and commercial partner of Procos S.p.A. to keep

the spirit of the important foundation of aforementioned compliance in mind.

April 27th, 2016

Enrico Zodio

President and Chief Executive Officer

Message from the President and Chief Executive Officer

4

1. The Code of Ethics Purposes

While the term “compliance” is sometimes used to mean “observe the laws”, today the

term is also used to mean “following corporate ethics”. In other words, compliance

means complying with laws and regulations as well as following the rules that should

be followed in the society generally. Even though our behavior is not violating the law, if

any deviation to the social common sense (rules) occurs, we may be criticized or blamed

by the society.

The present Code of Ethics is a voluntary self-regulation instrument that has the

mission to explicate and share the principles and values of our Company and the

essential rules that the people who is having relationship with our Company must

respect in his/her everyday activities.

During the everyday activities, it’s necessary to act by thinking about what it’s

necessary to do and what it’s not necessary to do. In case of any doubt, it’s necessary

to ask confirmation to the Function Director or to ask to corresponding division.

This attitude is the compliance base level.

In sections II and III principles and values of the Company are reported, while in

section IV the rules of good conduct that have to be followed by the addressees

during their everyday activities/operations are reported.

2. Addressees

The Ethic Code’s values, principles and rules have to be followed by:

All members of the Statutory Auditors

All Managers and those having responsibility inside the Company

Employees and Partners of the Company who have business relationship

with the Company and contribute to the group mission.

External Partners who act in the name of and on behalf of the Company, no

matters how the legal framework of the relationship is.

Suppliers, distributors and commercial partners in general having business

relationship with the Company.

I. Premises

5

Mission

CBC Group Corporate Principles of Compliance

II. Tasks & Group Principles

The CBC Group acts in accordance with the following policy in order to raise

consciousness of CSR, observe laws and regulations, and ensure that business

activities are conducted in a fair and lawful manner.

1. Complete Fairness in Corporate Activities

We engage in fair, lawful and responsible business activities, in accordance with

domestic and foreign laws, international rules and social norms.

2. Thoroughly Manage the Information and Disclosure

We engage in timely and appropriate disclosure of corporate information, work to

maintain transparency, and manage information appropriately.

3. Global Expansion of Business Activities

Respect the culture and customs of each country and regions, promote

communication, and contribute to the development of the local community and global

society.

4. Contribution to Society

We contribute to the mutual benefit of trading partners, consumers and employees,

and strive to build a prosperous and comfortable society.

5. Consideration and Conservation of the Global Environment

We give sufficient consideration to the global environment and conservation when

engaging in business development.

Through the company's continual growth, we are contributing to the lasting

prosperity of our employees and their families as well as to the prosperity of society

by complying with the laws and regulations, and protecting the environment, with a

strong responsibility and a sense of mission.

6

Our everyday job values are:

III. Values

Initiative, motivation, determination and passion lead us towards our main

objective: sustainable growth

We are strongly committed to safeguarding the environment and

ensuring compliance with safety standards

We are constantly seeking out new challenges in order to build our

future, without resting on our laurels

We aim to increase our market shares globally, bringing reciprocal

prosperity to our customers and ourselves

7

1. Proper Management of Information with confidential nature

[Point] Careful management is requested in handling Confidential Information of the

company as well as those received from a third party.

(1) Maintenance of Confidential Information

It is not allowed to disclose or use for personal benefit the Confidential Information

of CBC group companies without obtaining permission.

(2) Disclosure of Confidential Information

If the business necessity requires the disclosure of our company’s confidential

information, confidentiality agreement has to be entered into with the counter party

prior to any disclosure.

(3) Confidential Information received from a third party.

It is not permitted to unlawfully disclose any of the Confidential Information

received or disclosed from any third party. We have to abide by the terms of the

applicable confidentiality agreement.

(4) Confidential Information Management

Confidential documents must be handled and/or processed (in producing,

transferring, storing/saving or destroying the document) by the drafting person or a

recipient without the involvement of others and we must pay utmost care to prevent

the confidential information from being divulged (including, taking security

measures in case electric information is attached to emails such as setting

passwords and using external media devices such as high security USB memory

device, portable HDD device, etc.).

(5) Confidential Obligation after Resignation

A personnel who was employed by or contracted by CBC Group company must not

disclose, divulge nor use for own benefit the Confidential Information or Personal

Information of the company obtained or came across to know during the performance

of his/her duty, which may result to a significant and irreparable damage to the

IV. Standards of Conduct

8

reputation of the company.

(6) Protection of Personal Information

We shall (i) use Personal information obtained from the owner only for the purposes

that we have clearly expressed to them, (ii) not provide Personal information to any

third party without due reason, (iii) observe all laws and regulations concerning

protection of Personal Information, and (iv) strictly and properly manage Personal

Information in order to avoid fraudulent access, loss, falsification, leaks and other

such similar problems. In addition, when we entrust a third party in handing

Personal Information, we must instruct such third party to manage such Personal

Information properly.

<Note>

‘Personal Information’ means any information regarding living individuals that can

be used to identify specific individuals by name, date of birth or other description.

Even limited information shown on a business card may be taken as a Personal

Information.

9

2. Laws relating to Intellectual Property Rights

[Point] Do not infringe any intellectual property rights of others.

(1) In relation to the production, use, assignment, exportation and importation of newly

developed goods, and the production, assignment, exportation, importation or supply

of goods/services associated with trademarks consisting of characters, figures or

illustrations, investigate and confirm whether such activities do not infringe any

intellectual property rights including patents and trademarks owned by others before

actually put those transaction in place.

(2) Please refrain from illegal copying or modifying computer software which shall cause

infringement of any of the copyrights owned by others. Always obtain the permission

of the owners before making copies.

Protected Objects, Requirements and Examples of Infringement regarding Intellectual

Property Rights (Reference: Japan Patent Attorneys Association)

Protected Objects Requirements or Characteristics Example of Infringement

Patent

Invention of a product

including a computer

program, a process, and a

process for producing a

product

1.Invention that is industrially applicable.

2. Novel and progressive invention.

To produce, use, assign, export or

import goods utilizing a patent

owned by others.

Utility

Model

Ideas regarding form,

structure or a combination

of the two, not required to

be as inventive as for a

patent.

1. Basic requirements

・Form, structure or a combination of the two.

・Does not corrupt public morals or hygiene.

・Necessary matters are clearly described on statement

sheets or drawings.

2. Ideas which are suitable for industrial use.

3. Innovative and progressive ideas.

Same as patent.

Registered

Design

Innovative Design of

goods.

1. Designs suitable for industrial use.

2. Shape, pattern, colors or a combination of those.

3. Appeal to the aesthetic sense.

4. Designs which are innovative and difficult to create.

Same as patent.

Registered

Tradeamark

Marks including

characters and figures to

distinguish own goods and

services from those of

others.

1. Letters, figures, symbols or cubic figures.

2. To be used for goods or services.

3. Capable of distinguishing one's goods and services.

4. Not identical or similar trademark of others.

To produce, sell, export or import

goods marked with a trademark,

which is identical or similar to

that of others.

Copyright

Creative expressions,

including survey reports,

music, artwork,

photographs and computer

program.

Does not need to follow any procedure, such right becomes

effective upon creation.

Illegal copying and installing of

anti-virus computer software to

PCs.

Semi-

conductor

Integrated

Circuit

Design

Layout of semiconductor

integrated circuit.Such right arises on application and registration.

To produce, sell or import products

that are made utilizing a

registered semiconductor

integrated circuit created by

others.

Trade NameName used by a merchant

for trading.Does not require registration.

To use a trade name identical or

similar to that of others for trade

of the same business, with intent

to compete unfairly.

Law on Seed

& SeedingNew breed of plant. Such right arises on application and registration.

To produce, sell, export or import

seed, seeding or harvest thereof,

which is registered by others.

10

3. Appropriate Use of IT Systems

[Point] Do not use our IT systems improperly or cause harm to it.

(1) Infringement of Third Party Copyright

It is prohibited by laws to obtain, use, copy, modify or distribute third party’s

products protected by copyright (such as computer software).

(2) Defamation / Circulation of Offensive Information

Do not circulate information of obscene nature that disparages, injures the

reputation of others, or offends or upsets others.

(3) Spreading Rumors

Do not spread false rumors, knowingly or unknowingly of its truth, which may

cause injury to the credibility of others or interfere with the business of others.

(4) Prohibition of Unlawful Access to third party IT system

Do not hinder the business of others by falsely accessing to their IT system using

their user IDs and passwords and obtain their information from it, or disrupting or

causing the malfunction to their computer systems.

(5) Virus Protection

Being the source of sending computer viruses to others (*) may lead to damaging

the credibility of our company. Therefore, in order not to be infected by computer

viruses, by following the instructions given by the ADM System Group and the

persons in charge of systems management, we must ensure that our PCs are

installed of up-to-date anti-virus software, and that no security hole in basic

software is left unfixed at all times. Further, do not carelessly open nor read any

suspicious e-mails or attached files, or access any URLs shown in such e-mails

without confirming that they are legitimate.

(*) sending e-mail to any outside party which is infected by computer viruses, our

computer network has been used by hackers as a relay terminal of viruses.

(6) Refrain from Sending Unsolicited E-mails

Do not send any unsolicited commercial or advertising e-mails, without prior

consent of the recipients (except such recipients, for example, with whom we have

business relationship or to whom we are allowed to send such e-mails in accordance

11

with applicable law). Also, in such e-mails, among other things, sender ’s names,

contact information and other legally required items have to be stated in order for

recipients to be able to opt out of receiving such e-mails, in a manner as required by

applicable law.

(7) Prevention of Improper Content in E-mails

As sending mails electronically, compared to post mail, tend to be sent to wrong

address or contents to be improper or inaccurate. Always check the mailing address

and review the contents before sending any e-mail to outside party to avoid

aforementioned trouble.

12

4. Administration of Product Safety

[Point] Administer the safety of the products the company handles by complying

with related laws and regulations.

1. Ordinary Course Administration of Product Safety

We must not only observe laws related to product safety, but also take preventative

measures against any incidents by collecting the safety information of the products,

feedback from customers and safety problems occurred, proper warning labels, support

for age deterioration and maintenance of agreements regarding product safety.

2. Administration of Product Safety when any Incident occurred

Put a prompt action to keep users safe as the top priority, otherwise, if any error is

made in this conduct, not only customer confidence shall be lost, but certain

punishment may be raised by society.

When a safety problem arises, notify the buyers and the appropriate government

authorities immediately to minimize the damage (*), conduct an investigation to

determine the cause and devise a plan to prevent future incidents.

(*) For example, the manufacturer and the importer must report to the Prime Minister

a significant accident involving a consumer product within 10 days of its knowledge of

such accident.

13

5. Compliance with Antimonopoly Act and Related Laws and

Regulations Prohibiting Unfair Businesses

[Point] Do not be involved in private monopoly, unreasonable restraint of trade (cartel)

and other unfair trading practices.

1. Prohibition of Private Monopoly

It is prohibited to knowingly restrict competition in the market by eliminating or

controlling the business activities of the other business entities, either solely or by

colluding with other business entities.

2. Prohibition of Unreasonable Restraint of Trade

(1) Prohibition of Forming a Cartel

We shall not collude with other business entities in making agreements with the

price, quantity, trade partner, trade territory or execution for the specific product(s).

It is also advised that, even exchanging information related such cartel agreements

must be abstained from.

(2) Prohibition of Bid Rigging

Bidders must not collude together and determine the successful bidder or the price

of the successful bid before the actual bidding is to take place. It is also advised that,

even exchanging information related such agreements must be strongly abstained

from.

3. Prohibition of Unfair trade Practice

The following activities are three examples of prohibited trade practices that are

illegal per se. There are other activities which are prohibited as unfair trade practices.

For further information or details, please contact Legal Solution Group.

(1) Collaborated Boycott

Do not collude with other business entities to boycott a certain transaction or to

encourage others to do so.

14

(2) Dumping Sale

Do not intend to damage the businesses of the other business entities by putting the

goods or services into the market at prices significantly lower than the production

cost or procured price.

(3) Restriction of Resale Price

Do not intend to maintain the resale price system by restricting trade partners

from freely setting their prices with their customers.

4. Observation of Subcontract Act

When engaging with subcontractors to manufacture (including processing), repair,

make software programs etc. or render services for us, we must, in accordance with the

Subcontract Act, comply with the obligations thereunder including the obligation to

provide a documented order describing all the matters required to be incorporated

therein. In addition, we must not delay our payment (payment more than 60days after

receiving goods (or more than 1 month in case such calculation is made as of a

particular day of every month) is a late payment), reduce our payment without just

cause, or issue promissory notes with excessive payment periods (for the textile

industry, more than 90 days, and for other industries, more than 120 days).

15

6. Prohibition of Unfair Competition

[Point] Do not engage in unfair competition such as manufacturing and selling

unlawful merchandise or unlawfully acquiring and using trade secrets.

(1) It is prohibited by applicable laws and regulation to acquire, use or disclose the trade

secrets of others by means of theft, fraud, threaten or by any other unlawful means.

The same principle shall apply when acquiring the trade secrets of others, knowingly

that an unlawful business practice was involved or not knowing but due to gross

negligence.

(2) Do not make use of any trademark or trade name which is identical or similar to that

is widely recognized as the intellectual property of another. Also refrain from using

trademarks which are identical or similar to the national flag, national emblem or other

insignia of any country, without permission.

(3) Do not apply a false or misleading mark or indication on any goods, services or

advertisements regarding the place of origin, quality, contents, production method,

usage and/or quantity of such goods and services.

(4) Refrain from damaging the credibility of our competitors by making false

allegations.

(5) Do not sell or intend to sell imitations of goods marketed by others which are (i)

within three years of the date of their initial sale, (ii) protected by a registered design

right or (iii) well known among consumers.

(6) Do not provide unjustifiable free gifts or use misleading indication on the

advertisements.

16

7. Compliance with Various Business Laws and Regulations

[Point] Obtain licenses and permits necessary to carry out business activities and

comply with various business laws and regulations.

(1) When we perform such specific business activities as the sale/purchase of

secondhand/used goods, the production/sale/import-sale of pharmaceuticals and medical

equipment, transport, and disposal of waste, permissions, approvals and/or licenses are

necessary to carry out such activities and/or make any notifications and/or registration

in accordance with any relevant business laws and regulations that affect such business

activities. The main businesses that are subject to business laws and regulations are

listed below. However, be aware that there are many other businesses that are subject

to respective laws and regulations.

Secondhand Articles Dealer Act, Construction Business Act, Building Lots and Building

Transaction Business Act (or Residence and Land Transaction law), Financial

Instruments and Exchange Act, Poisonous and Deleterious Substances Control Law,

Pharmaceutical Affairs Act, High Pressure Gas Safety Act, Oil Stockpiling Act,

Explosives Control Act, Agricultural Chemicals Control Act, Fertilizer Regulation Act,

Act on Safety Assurance and Quality Improvement of Feeds, Livestock Act, Liquor Tax

Act, Plant Variety Protection and Seed Act, Money Lending Business Act, Road

Transport Vehicle Act, Motor Truck Transportation Business Act, Act on Truck

Forwarding, Marine Transportation Act, Consigned Freight Forwarding Business Act,

Warehousing Business Act, Waste Management and Public Cleaning Act.

(2) When conducting business activities, observation to all relevant laws regulations or

bylaws is mandatory, which define rules or matters such as quality standards, labeling

methods, presentation of papers, periodic reporting and make trade records. Laws and

regulations listed below often come across to be observed when making our regular

daily business; however, always pay attention that there are other laws and regulations

that may apply depending on the variety of trade and goods and services engaged in.

Act against Delay in Payment of Subcontract Proceeds, Etc. to Subcontractors

(Subcontract Act), Installment Sales Act, Act on Specified Commercial Transactions,

Food Sanitation Act, Act on Standardization and Proper Labeling of Agricultural and

Forestry Products (JAS Act), Electrical Appliance Safety Act, Household Goods Quality

Labeling Act, Consumer Product Safety Act, Unfair Competition Prevention Act, Act on

17

Unjustifiable Premiums and Misleading Representations, Act on Confirmation, Etc. of

Release Amounts of Specific Chemical Substances in the Environment and Promotion of

Improvements to the Management Thereof (PRTR Act).

18

8. Prohibition on Bribes and Matters relating to the Presents and

Entertainment to Customers

[Point] Do not provide, propose or promise an illicit benefit to public officials, their

equivalents or relatives (hereinafter collectively, ‘Public Officials’) in Japan or overseas.

Do not aid or conspire with other business entities for any of the above acts. Do not

provide presents or entertain trade partners that exceed the generally accepted

business and societal norms.

1. Prohibition of Bribery

(1) Do not provide, propose or promise to provide money or any other benefits or

interests (which includes anything sufficient to satisfy, wholly or partially, any other

person’s demands or desires including, without limitation, financial interests) (hereafter

‘Illicit Benefits’), nor aid or conspire with other business entities relating to such acts to

any Public Officials in or outside of Japan.

(2) In Japan, provide gifts or entertain Public Officials is prohibited as such activities

breaches the National Public Service Ethics Act, National Public Service Ethics Code or

any other relevant regulations.

(3) Do not instruct, instigate (abet) help (aid) or give silent consent to our agent,

consultant, subcontractor or joint venture partner (hereinafter each a “Business

Partner”) or enter into an agreement with a Business Partner to provide Illicit Benefits

to either domestic or foreign governmental organizations or other customers for the

purpose of making an improper solicitation. If any of such activities is detected,

payment of commissions to such Business Partner must be suspended. Furthermore,

when the company is to enter into an agreement with any Business Partner, prior

investigation to aforementioned matters has to be conducted and anti-corruption

provisions has to be defined in the agreement with the Business Partner.

(4) Do not provide, propose or promise Illicit Benefits to any executives or employees of

other business entities (domestic or overseas) with the intent to induce the person to

perform an improper function. Accepting or receiving any illicit Benefits from other

business entities with the same intent is also prohibited.

19

(5) Facilitation payments may not be made unless you are subject to intimidation,

necessary to ensure the safety of life and body or any laws or relevant documents issued

by the relevant government exists, which permits the facilitation payments.

(6) Further, the Criminal Code, the Unfair Competition Prevention Act of Japan, the

Foreign Corrupt Practices Act of the United States, the Bribery Act of the United

Kingdom, and other applicable anti-corruption and ant-bribery laws shall not be

violated.

2. Prohibition of Excessive Client Entertainment

Do not provide money, gifts, client entertainment or other economic benefits to

directors or employees of business partners that exceed the generally accepted business

and social norms.

20

9. Proper Accounting, Filling of Tax Returns

[Point] Properly make accounting and filling of tax returns properly.

1. Proper Accounting

In the process of accounting, all related laws, regulations and corporate internal rules,

e.g., accounting rules, and accounting principles generally accepted as fair and proper

have to be complied with. Further, all accounting facts have to be represented fairly and

accurately and no false representation and statement on our financial position or

business results should be made.

(1) Accounting Principle

Revenues and expenses shall be recorded and reported in the period during which such

items have actually accrued. When the revenue is recorded, the relevant expense

corresponding to such revenue shall also be recorded at the same time.

(2) Recording Principle

Recording shall be made promptly after the transaction has occurred based on the

evidentiary documents.

(3) Relating Evidentiary Documents Principle

Evidentiary documents shall be properly and orderly retained for the period provided

in the related rules and regulations.

2. Proper Filing of Tax Returns

Tax returns of all kind shall be properly filed in accordance with the relevant laws and

regulations.

21

10. Regulation on Insider Dealings

[Point] Do not engage in an act which violates insider dealing regulations.

When came across to notice any material fact that has not been publicly announced

regarding a listed company, etc. (or their subsidiaries), keep such information in strict

confidence and refrain from selling or buying the shares of such companies, etc. until

such information is released to the public. Further, do not convey such information to

any third party nor recommend to any third party the trading (such as selling or

buying) of shares of subject listed companies, etc. (or their subsidiaries) with the intent

for the third party to make a profit or to avoid from suffering any losses prior to the

disclosure of such information.

<Note>

(1) “Material fact” means, among others, (i) a decision made by a listed company, etc. on

important matters, (ii) occurrence of certain events, and (iii) changes to the business

forecast.

(2) A material fact is deemed to be “released to the public” when (i) it is disclosed to two

or more news media by the representative director of the listed company, (ii) a financial

report including such material fact is made available for public inspection or (iii) it is

made public on the website of Financial Instruments Exchange.

22

11. Respect Human Rights and Refrain from Any Form of

Discrimination, Sexual Harassment or “Power Harassment”

[Point] Always respect human rights and do not discriminate or engage in any kind of

sexual harassments or “Power Harassment”.

(1) Always respect human rights and refrain from discriminating people by their race,

skin color, creed, religion, nationality, age, sex, origin, or mental or physical disabilities.

Moreover, do not tolerate the people discriminating others.

<Note>

The term “human rights” as used herein includes the fundamental human rights

provided for by the Constitution, the Labor Standards Law and the Universal

Declaration of Human Rights.

In addition, the term shall include human rights with regard to equal employment,

prohibition of forced labor and child labor, freedom of association and protection of

collective bargaining rights, as prescribed by the International Labour Standards of

International Labour organization (ILO).

(2) Do not commit any sexual harassment (sexual harassment is to give employees

suffer from any disadvantage in their working conditions by reason of the said

employees’ responses to what have said to them or the action taken in relation to a

sexual matter in the workplace, or to harm their working environment due to such

words or acts). Do not tolerate the people acting such sexual harassment to others.

(3) Do not abuse your power or authority in the workplace to inflict mental or physical

pain on employees and violate their rights, or harm their working environment, by any

words or action (such harassment is called “power harassment” in Japan). We also shall

not tolerate such power harassment.

23

12. Import and Export Procedures

[Point] Always observe laws, regulations and international treaties relating to

international trade and take appropriate procedures for import and export.

1. Acquisition of Permits and Authorizations for Import and Export

Prior to any declaration of goods to be imported or exported, permits, authorizations

and/or notifications for import and export must be obtained from the relevant

governmental authorities if those goods require such permissions.

2. Correct Declaration

(1) A correct declaration must be submitted in accordance with the relevant custom laws

and regulations.

(2) If an error is found in the declaration, correct or amend the declaration

appropriately without delay.

(3) Any applicable customs duty and consumption tax must be paid within the requisite

period.

3. Precautions concerning the Goods Prohibited for Import or Export

Items such as narcotics, handguns/swords, forged coins/notes and credit/debit cards,

goods infringing intellectual property rights of others, books/pictures which corrupt

public safety or morals that are prohibited for import or export by laws and regulations

shall not be imported or exported (except in the case where import or export has been

authorized by the appropriate governmental authority).

24

13. Security Trade Controls

[Point] Observe security trade controls strictly to keep international peace and safety

and not violate the law or engage into an inappropriate transaction as a global

corporation.

1. Complying with Japanese Export Control Laws

The trade transactions which shall be the subject of security trade controls under

applicable law are ‘freight exports’, ‘furnishing technologies to outside’, ‘carrying

technologies out of Japan’ and ‘mediation trade transactions’ (collectively, hereinafter

called the “Trade Transactions”). In conducting Trade Transactions, Japanese export

control laws must be observed.

Among the methods of regulating Trade Transactions which are required to be

approved by the government, there is a regulation that (i) lists weapons or goods which

are likely to be used in the development of weapons (‘list regulation’) and (ii) so called

‘catchall regulation’ to regulate things which can be used in the development of weapons

of mass destruction and more typical weapons but which are not included on the

restricted list. To observe ‘list regulation’, the goods in subject must be confirmed

properly that they are not specified as restricted goods under Export Trade Control

Order or Foreign Exchange Order. To observe ‘catchall regulation’, the intended use of

the goods and activities of the customer in subject are properly confirmed.

2. Complying with Laws and Regulations of Foreign Countries

In conducting trade transactions, observation not only to Japanese laws, but also to

foreign export control laws such as of United States of America, United Nations

Security Council resolutions and other international agreements is necessary. Moreover,

as a global enterprise, avoid being a participant in improper transactions.

3. Conduct under U.S. Re-export Regulations

As U.S. trade control laws (including criminal provisions) have extraterritorial

application, attention has to be paid to such trade control law when re-exporting goods

imported from the United States.

25

14. Prohibition of Activities Constituting Conflicts of Interest

[Point] Conduct business activities faithfully and refrain from any action which

constitutes conflicts of interest.

1. Prohibition of Activities Constituting Conflicts of Interest

(1) Do not perform any activities that may damage the reputation and/or injure the

credibility of our company.

(2) Do not perform any activities that may diminish or destroy the value of the

company’s tangible or intangible assets.

(3) Do not conduct any activities that will potentially yield collusive relations with a

specific business partner such as to receive monetary or other considerations,

entertainment and other economical benefits, which exceed the scope of the social

standard, from the specific business partner or its director/employee or to have such

person(s) guarantee our personal debt.

(4) When resigning from the company, all properties that belong to the company in your

possession have to be returned. Do not use or misuse any of such properties after you

left the company.

(5) Do not be engaged in other occupations, assume a position as a director, executive

officer, operating officer, auditor or administrative officer of any other company or

operate your own business, without obtaining the prior permission of the company.

(6) Before performing any activity that may possibly constitute a conflict of interest

with the company you work for, first obtain the necessary authorization or permission

required by the relevant laws, regulations or internal corporate rules.

(7) Always bear in mind not to perform any activity that exceeds your range of authority,

as such activity may hold liable for actions performed in the course of your employment

whether or not such activity is made within your scope of authority.

(8) Do not help (aid) your business partner ’s unlawful activities.

26

2. Drawing Lines between Official and Private Matters

(1) Do not use the company’s assets or spend the money of the company for your own

personal benefit.

(2) Clearly draw a line between the position of official or private; thus refrain from

performing activities, such as relating to political matters, religion, residents’

associations, volunteer organizations or recreational organizations that have not

connection to your role within the business for your personal benefit at the place of work

without permission of the company.

27

15. Environmental Protection

[Point] Be conscious of your responsibility as a good corporate citizen and use your best

efforts to sustain a sound environment and act in harmony with the prosperity of

society.

In conducting our global business activities in various areas across a broad range of

sectors, always consider of their possible impact on the environment. To this end,

appropriate efforts have to be used to preserve the environment and reduce potential

environmental impacts, including pollution in alliance with our stakeholders.

(1) We must comply with international and local applicable guidelines, laws and

regulations, and agreed requirements related to environment.

(2) When launching new projects or changing the business, always take measures as

necessary to reduce environmental impacts and prevent pollution. Appropriate steps to

mitigate global warming and preserve biodiversity have to be taken as well.

(3) We must tackle with facilitating the resources, conserving the energy, reducing the

waste, green procurement and increases the efficiency of our operation.

<Note>

In relation to green procurement, we shall not only take into account the quality and

price of the resources, but also assess the environmental impact of using certain

resources and whenever possible purchase from environmentally friendly business

entities those products or services which have as little adverse impact as possible on the

environment.

(4) We must use our best efforts to promote business projects, offer products and

services, and build social systems that help protect and improve the environment.

28

16. Prohibition on Conferring Benefits on Anti-Social

Organizations

[Point] Do not engage in any activity for the benefit of anti-social organization nor

have any relationship with any of such organization.

(1) Do not engage in anti-social activities that menace to public order and/or safety of

the civil lives. Never have a relationship with any group that performs such activities.

(2) If requested by any anti-social organization for an unreasonable demand, do not

respond to such request by offering money. (Any demand by a threat of force from a

criminal organization or a request for benefits in return for exercising shareholder’s

rights in a particular manner are both themselves crimes.)

(3) Never make a deal with anti-social organizations, regardless of the reason or

whether the transaction is within the law.

(4) Do not use the influence of any anti-social organizations for your own or the

company’s benefit.

(5) Do not cooperate with money laundering activities by receiving, remitting or keeping

funds which source is not transparent. Be careful not to have yourselves unknowingly

engaged in the money laundering transaction during the course of your performance of

any business transaction.

<Note>

(1) “Money Laundering” is an illegal act to disguise funds and other properties obtained

from criminal acts as those coming from a legitimate source by way of transferring them

from one financial or other institution to another institution. Its objective is to conceal

the source of the funds or illegitimate activities, which generate such funds.

(2) Except your business partner is not clearly an anti-social influence, clearly define in

the contract an “anti-social organization exclusion provision” (which is a provision that

gives the party a right to terminate the contract when it becomes clear that the other

party is an anti-social influence).

29

As stated in the Premises, every employee, external partners, suppliers, distributors

and commercial partners of Procos S.p.A. are requested to refer to this Code of Ethics,

about the management philosophy and the rules of conduct whenever they doubt they

are acting in compliance with those standards.

Moreover, please report to or consult with your division Director if you find any

activities violating, or possibly violates, the respective laws or regulation, the articles of

association or aforementioned compliance obligation. Quick remedy to such doubtful

activities may avoid the occurrence of the immediate damage and/or losses to the

Company or prevent the successive damage to be caused by such activity.

Once again, we would like to remind you that this Ethic Code does not cover all

matters the Company has to comply with. Always keep in mind to consult with your

division Director, by informing him/her with the proper communication way about any

matters you feel doubtful from the compliance point of view.

According to the Italian Legislative Decree 231/2001, Procos S.p.A. nominated a

Supervisor Board (named Organismo di Vigilanza “OdV”) in order to guarantee the

compliance and the realization of this Code and the Management and Control Model

according to Legislative Decree 231/2001. The role of the Supervisor Board is to receive

reports about activities violating, or possibly violate the present Code. Every addresses

have to report any attitude that does not comply with the Code of Ethics immediately

and through the following channels:

Dedicated E-Mail: odv@procos.it

Mail:

Organismo di Vigilanza

Procos S.p.A.

Via Matteotti 249 – 28062 Cameri (NO)

A disciplinary report will be opened in case of non-observance attitude without

excluding other possible punitive methods related to various liabilities of different

nature.

V. Implementation of the Ethic Code

30

No violations or non-observance attitude will be justified or considered less serious,

even if it’s been done for Procos S.p.A. interest. Consequently, every action, which

violate the Code of Ethics, will be subject to a disciplinary report.

External partners, suppliers, distributors and commercial partners will be subject to

sanctions according to the corresponding contract’s clause considering that the present

Code of Ethics is an important part of the contract, including the termination of the

relationship.

Be always conscious with the compliance and conduct your daily business activities

with pride of being a member of CBC Group, Never think;

‘this is the way I have been performing this business for years.’,

‘everybody in this business field are doing in this way’,

‘all business have dirty side’ or

‘this has nothing to do with me.’

The present Code of Ethics is a Company official document approved by the Board of

Directors of Procos S.p.A. with the resolution dated 27th April 2016.

For any further information about the content of the present Code of Ethics, please

contact the Company’ Supervisor Board.

VI. Contact